Here’s how it happens: Olstein, an award-winning poet who’s drawn praise from Library Journal for her “sparkling consciousness,” hands poems, fragments, and lyric pieces to Foucault, a critically acclaimed songwriter lauded for “songwriting brilliance” by MOJO magazine. Foucault elides and arranges Olstein’s words, sets them to music, and records them with the crack band he recruited in 2009.

“It’s a cold collaboration. Once she hands off the work, she doesn’t weigh in,” Foucault says. “When we were cutting demos for the first record and she thought it was a little ballad-heavy, she said, ‘You should write some more rockers,’ but that’s really about as much as we’ve ever communicated about the process.”

That first record, 2010’s Jeffrey Foucault: Cold Satellite, was an indie project begun several years earlier when Olstein gave her old friend Foucault some poems and fragments of verse. Between albums, Foucault hammered those poems and fragments into lyrics, fit them into songs and recorded them fast and loose with Billy Conway (Morphine) on drums, Jeremy Moses Curtis (Booker T) on bass, David Goodrich (Chris Smither) on electric guitars, and Nashville session veteran Alex McCollough on pedal steel.

“That first record took from Friday afternoon to Sunday morning,” Foucault recalls. “I told everyone, ‘I can either pay you all an extra hundred or we can spend that money on good food and wine, and do our own cooking.’” The band quickly cohered and the result was a gem. Legendary music critic Greil Marcus ranked it #1 in his Real Life Rock ’n’ Roll Top Ten in The Believermagazine, describing it as having “a country feel that puts the people who live in the Nashville charts to shame… a deep-ditch electric guitar that takes a country song into the blues, and lets it go back where it came from.”

No stranger to critical attention, Foucault is still riding the success of his most recent solo release (Horse Latitudes, Signature Sounds 2011), which featured Eric Heywood of the Pretenders on pedal steel and Van Dyke Parks on keyboards, and won much praise from critics including the Washington Post (“This is rock-and-roll in the key of country-noir: bleak visions of departed lovers, flickering TVs and empty landscapes underlined by pedal steel guitar and cello”) and the New Yorker (“Jeffrey Foucault sings stark, literate songs that are as wide open as the landscape of his native Midwest”). It even received a nod from Don Henley, who added one of the songs (“Everybody’s Famous”) to his live repertoire.

On the heels of that release, Foucault and Olstein took a more deliberate approach with Cavalcade, an LP with a classic, loose-limbed rock ’n’ roll feel that falls somewhere in the middle ground between Neil Young’s Tonight's the Night and the Faces’ Ooh La La. There’s the massive, ringing wall of guitars on opener “Elegy (In a Distant Room),” the propulsive Keith Richards jangle of “Elsewhere,” and the foot-stomping rocker “Tangled Lullaby,” along with the laid-back country-soul feel of “Careless Flame” and the haunting piano pads and brushed drums of the subtle ballad “Glass Hands.”

Foucault wrote much of the music for Cavalcade in the summer of 2012, and the band holed up for a week in December at a rural studio in upstate New York, adding Wisconsin songwriter Hayward Williams to the lineup as keyboard player and backing vocalist. The sound of the album was no coincidence, he says.

“I tried pretty consciously this time around to write tunes that brought more of my upbringing and education in early rock ’n’ roll into what I was doing,” says Foucault, who has released four other records on his own along with a series of collaborations, including an album of Murder Ballads with Mark Erelli, and two albums with the trio Redbird (featuring Foucault’s wife, the songwriter Kris Delmhorst, and Peter Mulvey).

“The first Satellite record had some rockers, but they were more country inflected. This record is a lot of four-on-the-floor rock, with only a couple blues and ballads. The first album I ever bought was Little Richard, and I wanted to make a record that reflected that.”

Instead of working only with poems and fragments, Olstein also gave Foucault lyrics that were more fully fleshed out this time, exploring the line between the two forms. And while she sometimes thought that certain lyrics would inspire a specific kind of song, Foucault often veered the other way, for a simple reason: he took care to build songs around them based on feel and not content.

“I curate the language, essentially,” he says. “More often than not, I’m trying to reduce. Some songs on the new record, I cut out three or four verses and I took something she might have labeled ‘chorus’ or ‘refrain’ and made it a verse, and made one of the verses the chorus. The essential thing about what we do is that I don’t ask her what the poems are about until well after the record has been recorded. I take those poems and fragments and lyrics, and most of the time I try not to even read them until I have a guitar in my hands. The language makes me feel a certain way, and I start singing into the field recorder.”

That’s resulted in some surprise pairings. On the song “Necessary Monsters,” the rhythm of the language reminded Foucault of Keith Richards channeling Slim Harpo on Exile on Main Street. He came up with a riff to channel Keith and turned the last line into a call-and-response blues tag. Months later, he asked Olstein what the lyrics were actually about.

“She said, ‘Oh, that’s about being pregnant,’” Foucault says, laughing. “So that’s my first blues about pregnancy. I try to sing it with conviction. But the ambiguity is important. It leaves room.”

Ambiguity is an important underpinning of Cold Satellite, Foucault says, and one that makes the listener an equal partner in the music. “Lisa begins with one set of intentions in creating the language, and then she gives it to me … I don’t know what her intentions are, and I begin with a completely different set of intentions,” Foucault says. “The language makes me feel a particular way; I begin writing the song, and we know that music changes language pretty significantly, and changes the feeling attached to it and frames it. And then the listener hears it, and creates a new experience every time, different from what she intended and different from what I intended, and inevitably it becomes a new thing, which is an exciting prospect for both of us.”

Cavalcade will be released to coincide with the May publication of Lisa Olstein’s third book of poems, Little Stranger, on Copper Canyon Press.

“I think what sets Cold Satellite apart is the strange pairing: Lisa is a very modern writer and a rising star on the best press in the country, and this band is playing the least post-modern music possible — completely un-ironic, straight-up late-American rock ’n’ roll in the Crazy Horse, Credence, Led Zeppelin, Faces vein,” Foucault says. “No pretense or preciousness involved, no indie-rock semantics. Just rock ’n’ roll.”

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